Co-operative Group members vote unanimously in favour of far reaching governance reform

May 17, 2014

The Co-operative Group (“the Group”) announces that its members have today voted unanimously in favour of a resolution on governance reform proposed by the Board.

At the Group’s Special General Meeting, 100% of votes were cast in favour of the Resolution, which contained four key principles for reform.

Ursula Lidbetter, Chair of The Co-operative Group, said:

“This is a highly significant moment for The Co-operative Group and I am delighted that our members have made clear their commitment to far-reaching reform of our governance with this unanimous vote.

“There is a huge task ahead of us if we are to deliver the reforms necessary to restore the Group’s reputation and return it to health but the Board will work hand-in-hand with our members to ensure that we seize this opportunity. It is vital that the right changes are put in place as soon as possible to build a more effective organisation for our members, customers and colleagues.”

Following the vote, Sir Christopher Kelly and Lord Myners will address the Special General Meeting and answer questions from members. Sir Christopher Kelly will be speaking on his independent review into the events leading to the Co-operative Bank's capital shortfall while Lord Myners will detail the findings of the Independent Governance review. The Group Executive will then share the future Co-operative Group purpose with members.

Working with members, a sub-committee of the Board will now take forward the principles and work on the detail of a new rule book for the Society, to be implemented as soon as possible.

The four key principles, as set out in the Resolution, are:

  • The creation of a Board of directors elected by members that is individually and collectively qualified to lead an organisation of the size and complexity of The Co-operative Group
  • The establishment of a structure that gives the Co-operative Group’s members appropriate powers to hold the Board properly to account for the performance of the business and adherence to co-operative values and principles
  • A move to the concept of ‘one member one vote’ with appropriate representation for independent Co-operative societies
  • The inclusion of necessary provisions in the Rules of the Co-operative Group to protect against de-mutualisation

Prior to the Special General Meeting, the Group also today held its Annual General Meeting, the results of which are detailed below. Attendance at both meetings is open to the appointed delegates of Independent Society Members and Co-operative Group Regions only.

Result of Annual General Meeting Voting - 17 May 2014

The Co-operative Group today held its Annual General Meeting, the results of which are detailed below. Attendance at both meetings is open to the appointed delegates of Independent Society Members and Co-operative Group Regions only.

The Co-operative Group announces the results of the vote for each AGM resolution as follows.

Resolution  From Result
Item 1 to confirm Minutes of 2013 Half Yearly General Meeting   The Co-operative Group Confirmed
Item 2 to receive Actions Taken on Motions passed at 2013 Half Yearly General Meeting  The Co-operative Group Received
Item 3 to receive Chair’s Statement
The Co-operative Group Received
Item 4 to receive Review of Business by Interim CEO The Co-operative Group Received
Item 5 to adopt the Financial Statements and related Auditors Report for year ended 4 Jan 2014 The Co-operative Group Adopted by an individual delegate vote
Item 6 to approve the Remuneration Report for year ended 4 January 2014 The Co-operative Group Approved by an individual delegate vote
Item 7 on Appointment of Auditors The Co-operative Group Adopted by an individual delegate vote
Item 8 on Cost Reduction The Co-operative Group Scotland and Northern Ireland Region

Not carried on a poll vote:

  • For 158,896
  • Against 185,899
  • Withheld 3,869
Item 9 on Austerity Measures The Co-operative Group Central and Eastern Region

Carried on a poll vote:

  • For 234,279
  • Against 114,385
  • Withheld 1
Item 10 on Corporate Overheads The Co-operative Group North Region

Carried on a poll vote:

  • For 348,665
  • Against 0
  • Withheld 0
Item 11 on Centralisation The Co-operative Group Central and Eastern Region

Carried on a poll vote:

  • For 217,896
  • Against 122,033
  • Withheld 8,735
Item 12 on Local Sourcing The Co-operative Group Wales/Cymru Region

Carried on a poll vote:

  • For 300,569
  • Against 0
  • Withheld 0
Item 13 on Pay Ratios The Co-operative Group Scotland and Northern Ireland Region

Carried on a poll vote:

  • For 238,948
  • Against 109,716
  • Withheld 0
Item 14 Valediction The Co-operative Group

 

Enquiries:

The Co-operative Group

Russ Brady
Tel: 07880 784442
Therese O’Donnell
Tel: 07738 622866

Tulchan Communications

Susanna Voyle
Tel: 07980 894557
Jonathan Sibun
Tel: 07779 999683

Notes to Editors:

Votes on items 1-7 and 14 will be one delegate, one vote and on items 8-13 will be by poll. Both processes are explained below.

Voting  -  Voting at the AGM shall be by show of hands unless a poll is demanded under the Rules.  Each delegate present shall have one vote on any matter to be decided by a show of hands. Delegates shall vote in line with the agreed collective position of their Region or Independent Society. The Board may make arrangements for electronic voting both by show of hands and a poll. The Chair of the meeting has a casting vote. Voting at the SGM is by a poll and a simple majority of delegates needs to vote in favour. The 21 independent co-operatives represent circa 22% of the vote; with the seven regional Boards representing the remaining circa 78%.

Attendees – There are about 160 attendees at the AGM and the SGM; made up of about 100 representatives of the regional Boards (elected by the Group’s 8 million members) as well as representatives of the independent co-operatives

Poll – At the AGM, voting on a motion and on any amendment to it shall be carried out on a poll if:

  • the Board decides that it shall be; or
  • a requisition, signed by or on behalf of five Regions and Independent Society Members in total, has been received by the Secretary not less than eleven days before the date of any Society General Meeting, requiring that the voting on any motion which forms part of the business of the meeting shall be carried out on a poll.

In addition, voting shall be carried out by a poll in respect of Rule amendments and other business as required by the Rules.

On any matter to be decided by a poll under the Rules, each Region and Independent Society Member shall have one vote plus additional votes based upon Purchases as specified in the Purchases Regulations.

In the event that a Motion is carried at a General Meeting, the Board will consider any action it needs to take at a subsequent Board meeting and it will report back to members at the next General Meeting.

The Co-operative Group is the UK’s largest mutual business, owned by more than eight million members. It is the UK’s fifth biggest food retailer operating across the country with almost 2,800 local, convenience and medium-sized stores.

Amongst its other wholly-owned businesses are the UK’s number one funeral services provider, the third largest pharmacy chain, a growing legal services operation and a major general insurer.